Corporate Form Research Articles

The Elastic Corporate Form in International Law

The corporate form is being distorted by international law. Surprisingly, this is occurring in the law of foreign investment, where one would expect the stability and efficiency of corporate formalities to matter most. The main driver is a highly enforceable mode of treaty-based arbitration known as investor-state dispute settlement (ISDS), which affords foreign investors a private right of action to sue sovereign states. Questions of corporate law come up regularly in ISDS. But when addressing them, tribunals have varied widely in their respect for core formalities. This is undermining the basic relationships among all corporate stakeholders—including shareholders, management, creditors, governments, and peoples. This Article makes four main contributions. First, it identifies a fundamental but overlooked elasticity in how international law grapples with corporate law. Second, I show how this distorts the corporate form, with inefficient and unfair consequences that drive up the costs of doing business for all concerned—the opposite of what investment treaties are designed to achieve. Third, I offer a coherent, if troubling, account of ISDS’ ambivalence to form, by focusing on winners and losers. The elastic formalism of investment arbitration benefits neither states nor investors (as a class). The real winners are claimants. The pattern of cases always tends to expand access to arbitration and reduce the risks of bringing claims—often at the expense of states’ and investors’ broader interests, ex ante and ex post. Finally, I suggest that this account points toward a gulf between the stated purposes of ISDS and its practical functions. The investment treaty regime is regularly pitched as a vehicle for promoting efficient investment, but this goal has been gradually subordinated to expanding (privileged) access to justice through claims to damages.

Differentiating the Corporation: Accountability and International Humanitarian Law

Corporations are significant global actors that are continuing to gain international legal status. Regulatory efforts have closely followed persistent claims that various forms of corporate activity are adversely affecting individual welfare and societal objectives. Such observations are perhaps most acute during instances of armed conflict. The history of corporate misdeeds occurring within or contributing to the perpetuation of warfare is now well-documented. However, the relationship between international humanitarian law—the legal field governing the conduct of war—and corporations receives less attention than other areas of international law where the treatment of business entities have made important advancements. This article considers the particularities that affect how accountability is imposed for corporate behavior that implicates IHL. Accordingly, the article has three purposes. First, it describes the (indirect) doctrinal methods through which accountability for corporate conduct implicating IHL may be pursued. Second, it identifies structural challenges and features of the corporate form that compromise the efficacy of these methods and result in accountability gaps. Third, through a series of case studies—addressing the conduct of Blackwater in Iraq, Facebook in Myanmar, and Airbnb in the West Bank—the article categorizes disparate forms of corporate conduct that implicate IHL in previously unforeseen ways and present unidentified regulatory challenges. Collectively, the article suggests that if international law is to contribute to the process of narrowing accountability gaps, if it is to provide an agreeable and accurate vocabulary for determining standards and adjudging conduct, regulatory efforts must begin by embracing those features that differentiate the corporation from those other entities that have traditionally held international law’s attention.

Business Representation in the Brazilian Labor Justice from the Corporate Forms Concepts Perspective

This article aims to analyze the forms of representation of the legal entity in Brazilian labor lawsuits, especially in the case of legal representation and the hearing representative, considering the concepts of corporate forms. Based on this discussion, a study was elaborated focused on the presentation of dialogues between indoctrinators, legislation and jurisprudence about the representation of the company in the Brazilian Labor Court, followed by an analysis of these representations from the different meanings of company. The objective of the research is to promote an analysis on how the perception of corporate forms has influenced business representation in the Brazilian Labor Justice. In the end, despite the necessity of further research, it was found that, although both forms of perception are identified in the current system, the Brazilian labor legislature seemed to recognize corporations as real entities for purposes of representation.

Masatsugu OnoEcho on the Bay by Angus Turvill

myopia. I found myself furious with the sheer narrow-mindedness of the constant privileging of blood—children who are not told of their sperm-donor origins cannot find their “true” fathers, for example—and cheered by Natsuko’s refreshingly practical approach to this seemingly insurmountable problem. In that sense, I was invested in the story and the characters who populate it; however, the rushed ending, reminiscent of a deus ex machina, effectively undid all the good work done to that point by neatly packaging Natsuko’s ultimate decision in a context that was far too close to the norm to support the radical agenda that formed the bulk of the narrative. That is a shame, for the subject is deeply important and worthy of exploration. Although the logic of some translation decisions is opaque—why use object instead of subject pronouns? why translate some terms and not others? why use colloquialisms that make Natsuko sound younger than her late thirties?—those mysteries generally do not get in the way of the translation, which is smooth and quite readable. That fluidness, though, is not enough to save this work. Breasts and Eggs reads like nothing so much as two novels clumsily grafted together. The transparent attempt to link the two, coming near the end of the book, makes manifest the large, ugly stitches by which the amalgam is cobbled together in this Frankenstein novel. Book 2 could have stood on its own. Had it, it would not have detracted from what was a perfectly sufficient—indeed, exquisite—work, well deserving of a prize recognizing a rising talent. Erik R. Lofgren Bucknell University Masatsugu Ono Echo on the Bay Trans. Angus Turvill. San Francisco. Two Lines Press. 2020. 146 pages. IN ECHO ON THE BAY, Masatsugu Ono drops readers into the middle of a small fishing village on the southern Japanese island of Kyushu, a rather sleepy place on the face of it. Miki, the daughter of the village ’s new police officer and the narrator of the book, is new to the village, having only recently moved with her family. Her unfamiliarity mirrors that of the book’s readers, making for a very natural untangling of the village’s complex history of feuds that go back decades and open secrets, which elicit chatter that always falls just out of earshot. Much of the book takes place inside Miki’s home, with a few villagers recounting histories that are ostensibly known to everyone in the village but only talked about with doors closed and alcohol greasing the gears of memory. Their stories amble and stutter, wandering from person to person and event to event in pathways whose connections only make sense to the people who have tread them countless times. All these individual stories weave together into a singular narrative of a people tightly bound together throughout generations. Every story told to Miki occurred long before she arrived, but time moves differently in a small town, and long collective memories lend the events of the past an inertia that keeps them a constant presence in the present. The past is an imminent presence hanging over everything: lingering regrets, abuse handed down from one generation to the next, and traumas that beget more cruelty. In fact, the past even takes corporeal form at one point, when a small fishing boat thought to be lost for years suddenly reappears along the coast of the village. While the book spends most of its time untangling these pasts and situating them in relation to the present, it also quietly interrogates the future of a place like this where many things seem to never change. The younger characters, with the history laid out before them, have the chance to decide for themselves how they will let this past define them or not. Ono shines in these descriptions of small-town Japan—his familiarity with the terrain, people, and pace of life is evident (see WLT, May 2018, 20). In many of Ono’s stories, these villages seem to hold some sort of fantastical element—small moments and phenomena that don’t have a clear explanation. Echo on the Bay follows this trend as well; it’s infused...

Abdellah TaïaA Country for Dying by Emma Ramadan

myopia. I found myself furious with the sheer narrow-mindedness of the constant privileging of blood—children who are not told of their sperm-donor origins cannot find their “true” fathers, for example—and cheered by Natsuko’s refreshingly practical approach to this seemingly insurmountable problem. In that sense, I was invested in the story and the characters who populate it; however, the rushed ending, reminiscent of a deus ex machina, effectively undid all the good work done to that point by neatly packaging Natsuko’s ultimate decision in a context that was far too close to the norm to support the radical agenda that formed the bulk of the narrative. That is a shame, for the subject is deeply important and worthy of exploration. Although the logic of some translation decisions is opaque—why use object instead of subject pronouns? why translate some terms and not others? why use colloquialisms that make Natsuko sound younger than her late thirties?—those mysteries generally do not get in the way of the translation, which is smooth and quite readable. That fluidness, though, is not enough to save this work. Breasts and Eggs reads like nothing so much as two novels clumsily grafted together. The transparent attempt to link the two, coming near the end of the book, makes manifest the large, ugly stitches by which the amalgam is cobbled together in this Frankenstein novel. Book 2 could have stood on its own. Had it, it would not have detracted from what was a perfectly sufficient—indeed, exquisite—work, well deserving of a prize recognizing a rising talent. Erik R. Lofgren Bucknell University Masatsugu Ono Echo on the Bay Trans. Angus Turvill. San Francisco. Two Lines Press. 2020. 146 pages. IN ECHO ON THE BAY, Masatsugu Ono drops readers into the middle of a small fishing village on the southern Japanese island of Kyushu, a rather sleepy place on the face of it. Miki, the daughter of the village ’s new police officer and the narrator of the book, is new to the village, having only recently moved with her family. Her unfamiliarity mirrors that of the book’s readers, making for a very natural untangling of the village’s complex history of feuds that go back decades and open secrets, which elicit chatter that always falls just out of earshot. Much of the book takes place inside Miki’s home, with a few villagers recounting histories that are ostensibly known to everyone in the village but only talked about with doors closed and alcohol greasing the gears of memory. Their stories amble and stutter, wandering from person to person and event to event in pathways whose connections only make sense to the people who have tread them countless times. All these individual stories weave together into a singular narrative of a people tightly bound together throughout generations. Every story told to Miki occurred long before she arrived, but time moves differently in a small town, and long collective memories lend the events of the past an inertia that keeps them a constant presence in the present. The past is an imminent presence hanging over everything: lingering regrets, abuse handed down from one generation to the next, and traumas that beget more cruelty. In fact, the past even takes corporeal form at one point, when a small fishing boat thought to be lost for years suddenly reappears along the coast of the village. While the book spends most of its time untangling these pasts and situating them in relation to the present, it also quietly interrogates the future of a place like this where many things seem to never change. The younger characters, with the history laid out before them, have the chance to decide for themselves how they will let this past define them or not. Ono shines in these descriptions of small-town Japan—his familiarity with the terrain, people, and pace of life is evident (see WLT, May 2018, 20). In many of Ono’s stories, these villages seem to hold some sort of fantastical element—small moments and phenomena that don’t have a clear explanation. Echo on the Bay follows this trend as well; it’s infused...

Deafing the Sonnet

Deafing the Sonnet Meg Day (bio) Creative writing, as both a field and an industry, is steeped in ableism and audism. That is, it prioritizes non-disabled, neurotypical poets and poems, and pretends we are neither present as your contemporaries nor holding the whole of the canon on our shoulders, rooted as we are—Blind, Deaf, and Mad among us—in the very bedrock of lyric history. And despite our belief in the capacity of literature to teach empathy and drain ignorance, poetics reiterates ableism and audism at rates and in ways that, while creative, rival Hollywood. We have mythologized hearing poet Allen Ginsberg as the father of American Sign Language poetry and honored countless collections—by non-disabled poets borrowing Deaf and disabled experiences—with the field’s most respected awards. We are ground zero for blind love, deaf heaven, phantom limbs, and paralyzing—no, crippling—fear. Contemporary poetics has taught us to anticipate a nondisabled readership or no readership at all. The irony, of course, is that non-disabled writers are the ones to join our disabled lineage of dis-kin such as Homer and Milton, Dostoyevsky and Borges, Woolf, Joyce, O’Connor, Lorde, Butler—I could keep going, but I don’t have to; if one in five Americans is disabled, then I’m already speaking to my kin and comrades today. We’re here, despite the illusion that erases us. In this paper, I wish to be a poet and not a scholar, which is to say I wish to speak more to the making aspect of poetic craft, and less to the made thing of literature. As a Deaf poet who is also queer and trans, I wish to take a break from being analyzed by that which already dictates so much of my creative mind and the ways it is permitted to [End Page 196] move on and off the page. But I resist, in particular, the critical gaze that evaluates one’s capacity for participation in poetics; one might assume—based on popular, phonocentric definitions of poetry, or the Norton Anthology’s table of contents—that Deaf poets writing in English simply don’t exist. I wish to passively refute that idea with the fact of my corporeal form, so that we might engage actively instead in what might be possible when Deaf and disabled poets are not regulated by the limitations of the nondisabled imagination and allowed, without having to reiterate our existence, to freely make. There is not enough space in this paper for me to lead you gently through a Disability 101 primer, so let’s just assume we are in agreement about the following: “disability” is not a bad word; disabled lives are essential, not expendable, and absolutely worth living and protecting; disabled pride includes resisting the cure model that seeks to eliminate us and therefore resists the contemporary eugenics movement, which stretches from the medical industrial complex through to the academic one and right into poetics; disabled people should be the ones to tell our own stories and be participant to legislation that impacts our lived realities; and accommodations, while often treated as a privilege and a burden, are not only a legal obligation, but a human right. This paper is meant to be about Deafing the sonnet. But the problem with Deafing the sonnet is that I would have to then concede that the sonnet is first and foremost a hearing form. And why shouldn’t it be? Aren’t they all? Doesn’t all of poetics rest upon the assumption that lineation and meter sets poetry apart from prose by prioritizing musicality and sound? In Hirsch’s Essential Poet’s Glossary, the entry on sound poetry reads, “Sound is crucial to poetry and thus, in one sense, all poetry is sound poetry, except, perhaps, deaf poetry.” But there is no entry on deaf poetry, which is a digression we don’t have time for. So, the text implies without imagination, sound is crucial to poetry. And don’t hearing people assume that Deaf people have no access to or concept of sound? And even if we did, certainly we were not the ones to invent...

Is There a Role for Benefit Corporations in the New Sustainable Governance Framework?

In this paper, we ask whether benefit corporations have a role to play in the emerging EU sustainable governance framework. In sec. 2, we briefly introduce the benefit corporation with regard to US law and to the laws of some EU member States, such as France and Italy, which have adopted this company form. In sec. 3, we focus on the benefit corporation’s purpose and function from a comparative law perspective, asking whether benefit corporations perform a useful function internationally. We argue that corporate purpose tends to be a flexible concept across countries and that benefit corporations are not the only way to reconcile profit and social values in business corporations. In sec. 4, we compare the critical features of the law relating to benefit corporations with the essential elements of the emerging sustainable governance framework. We show that the latter partially overlaps with the laws on benefit corporations and to some extent is a substitute for them, therefore reducing the potential interest in this corporate form. In sec. 5, we conclude that mainly firms which the new EU sustainable governance framework does not apply to, such as non-listed SMEs, will adopt the benefit corporation model when available in their jurisdiction, while other companies may still adopt it mostly for communicating their commitment to sustainability.

ПЕРСПЕКТИВЫ ПРИМЕНЕНИЯ ДОКТРИНЫ «СНЯТИЯ КОРПОРАТИВНОЙ ВУАЛИ» ПРИ ПРИВЛЕЧЕНИИ К СУБСИДИАРНОЙ ОТВЕТСТВЕННОСТИ КОНТРОЛИРУЮЩИХ ДОЛЖНИКА ЛИЦ В РОССИЙСКОЙ ФЕДЕРАЦИИ: СРАВНИТЕЛЬНО-ПРАВОВОЙ ПОДХОД

The article discusses the issue of the formation of the doctrine of “piercing the corporate veil” in various legal systems in order to determine the possibility of its application when bringing persons controlling the debtor to subsidiary liability in case of insolvency (bankruptcy) in Russia. In the study, general and specific methods of cognition were used: retrospective, historical, logical, and comparative legal. Methods of logical analysis and dialectics were applied, which together with the seeming contradictions of a significant number of scholarly views allow concluding about their unity and constructiveness. It has been established that, in order to use the “piercing” doctrine as a procedural tool to ignore the property isolation of a legal entity, the courts conduct multi-stage tests to justify the need for such use and prove the exclusivity of the case in question. The importance of the legislative introduction of the concept “person controlling the debtor” is noted in connection with the use of corporate structures and forms of informal control, as well as clear criteria for control and circumstances that presume harm to creditors. Based on the analysis of judicial practice, conclusions were drawn about the main ways of abuse of rights when using corporate governance. The question of the possibility of including the claims of participants (shareholders), company managers and interested parties in the register of claims of the debtor’s creditors is problematic in judicial practice. It is concluded that, due to being in the same legal family, the approach of German law enforcement officers to piercing the corporate veil, better known as responsibility for “destructive interference” in the affairs of society, and to recovering damage caused to creditors under the current legislation is close to Russian law. In this connection, the practice of applying the doctrine in Germany can be regarded as a useful experience for Russian law. Taking into account the precedent legal nature of the doctrine of “piercing the corporate veil”, the authors come to the conclusion that it is impossible to borrow it by domestic law. At the same time, Russian law, the main source of which is normative legal acts, if necessary, selects current trends in ways of solving problems that meet the needs of society and the legal community.

Limited Shareholder Inspection Rights in Singapore: Worrying Legal Gap or Unnecessary for Rankings?

Singapore’s formal corporate law and governance rules normally meet or exceed global standards – which explains why it regularly tops prominent Asian and global rankings for good corporate governance. As such, Singapore’s outlier status, as the only leading economy in Asia that does not provide a specific mechanism for shareholders to access corporate information, is puzzling. In this Article we aim to solve this puzzle by offering two explanations that appear to make sense out of Singapore’s outlier status as having an unusually restrictive shareholder inspection rights regime. The first, demand-side, explanation is that Singapore’s controlling shareholder-dominated landscape generates little demand for greater shareholder information rights. The second, supply-side, explanation rests on two elements. First, as the government is indirectly the largest controlling shareholder in Singapore, it may not have an incentive to expand inspection rights to allow shareholders greater access to the information of its government-controlled companies. Second, and most importantly, shareholder information rights have yet to become established as a significant indicium of “good corporate governance” by globally influential actors. As such, for now, the Singapore government has not needed to supply the formal law to send a signal of good corporate governance by meeting a prominent global standard for inspection rights, because such a standard does not yet exist. Viewed through the lens of our supply-side and demand-side explanations, in the context of Singapore’s unique corporate governance model, its restrictive shareholder inspection rights regime makes sense. Given the success of Singapore’s state and family controlling shareholder dominated system of corporate governance, its lack of shareholder inspection rights does not seem to have resulted in any serious corporate governance maladies. However, there are some signs that Singapore’s model of corporate governance may gradually be changing – and that the international interest in inspection rights is increasing – which may portend a greater need for a more facilitative inspection rights regime in the future.

Not by Contract Alone: The Contractarian Theory of the Corporation and the Paradox of Implied Terms

Contractarians view the corporation as a nexus of contracts, constituted by the express or implied consent of each party to or contracting with it. Strong form contractarianism takes this claim literally and holds that a corporation can be created and sustained by contract alone, thanks notably to the courts’ supportive gap-filling role. We argue that this view is undermined by the way courts actually treat implied terms. While courts do attempt to fill gaps and hold parties to their bargains, courts do not typically manufacture counterfactual consent by resorting to the hypothetical bargain logic of contractarianism. Even under the most flexible form of contract law, the common law contract, the capacity of courts to imply third-party obligations in multi-party contracts is highly limited. This makes the contractarian reliance on contract and the courts to construct the complex set of multi-party obligations that make up the corporate form implausible.

The faces hidden in the anatomy of Michelangelo Buonarroti's Pietà in the Vatican.

The study of human anatomy, besides being fundamental to the practice of medicine, has traditionally always been present in the daily life of many Renaissance artists. In this context, the specialized literature has described the famous Renaissance artist Michelangelo Buonarroti (1475-1564) as being among the greatest artist-anatomists of his time. Thus, many researchers have tried to better understand the inspirations of this famous artist, and even the possible diseases that affected this genius of human anatomy. Therefore, for the first time, this manuscript provides evidence that Michelangelo Buonarroti may have concealed letters, numbers, and faces in the anatomy of the Vatican’s Pietà [Virgin Mary/Jesus Christ] in 1498-9. The revelation of these findings, besides testifying to the artist’s considerable skill in representing the corporeal forms in his sculptures, will also be provide useful insights into the iconographic understanding of a work of art that is undoubtedly one of the most important of the Renaissance. Moreover, the present study shall be important for professionals in the medico-artistic field and those who keep some interest in the history of human anatomy, which is undoubtedly a fundamental discipline for the practice of medicine.

Corporate Governance - Differing Perceptions of Shareholders and Board of Directors

Companies Board view good Corporate Governance differently from that of Shareholders. A shareholder views that good governed companies earn more profits, which in turn will result in higher dividend and higher share prices and more market capitalization. Companies Board views from a different reason and the Board is well aware that a Good governed company need not necessarily means higher profits and higher dividends and higher share prices. The Proper Goal of Corporate Governance is to Enhance Value Creation for Shareholders. The point of good corporate governance is to enhance the value creation capabilities of corporate enterprise. Corporate governance is a search for a governance structure that will enhance the economic value generation of the corporate form of business enterprise. It is very important to note that not to base Corporate Governance Policies solely on Concerns About Separation of Shareholders and Corporate Directors and Managers. This differing perceptions (between Board of Directors on the one side, and Shareholders and other stakeholders on the other side) of what to expect of good governance ultimately is a major factor for failure of Corporate Governance. In that event all stake holders, and the Board stand to lose heavily.

What Do They Know of Canada Who Only Canada Know? An Immigrant’s Guide to Multiculturalism and Shy Elitism

This article examines how multiculturalism has overflowed from its governmental and policy articulations into Canadian society and culture more broadly. In doing so, it brings together three fields of research that are often separated and disarticulated from each other. Firstly, it draws on oft-overlooked archival material from agencies, departments and ministries of anti-racism, heritage, human rights, immigration, labour, multiculturalism, race relations, settlement and the status of women between 1971 and 2001. Secondly, it engages with the political and academic careers of “immigrant women” who navigated the credentialism, anti-intellectualism and “shy elitism” that courses through official and corporate forms of multiculturalism, and were recognized by prize-giving institutions for their contributions to Canadian society. Finally, it thinks with and through Black Atlantic intellectuals and an “anti-hierarchical tradition of thought that probably culminates in C.L.R. James’s idea that ordinary people do not need an intellectual vanguard to help them to speak or to tell them what to say” (Gilroy 1993, 79).

PERLAKUAN AKUNTANSI BIAYA PENGOLAHAN LIMBAH DALAM LAPORAN KEUANGAN (Studi Pada PT Amnor Shipyard – Batam )

The purpose of this study was to examine the data to analyze the data in the form ofcorporate financial statement in sewage treatment and evaluate whether the treatment of waste treatment costs are in accordance with applicable accounting standards. Company’s accounting treatment applied to the definition, measurement, recognition, presentation and disclosure. Judging from his testimony has not made a report specifically environmental costs. Recognition of costs alreadyrefer to the applicable Accounting Standart in accordance with the relevance of the cost of sewage treatment charged as elements of production cost in the current period.

Liability in Russian Corporate Law

Liability issues related to corporate activities are primarily regulated by general and special rules of the Civil Law in Russia that are mainly dispositive. The general liability rules consist of tort and contract liability provisions of the Civil Code. Special corporate norms are, in turn, included in the Civil Code provisions on juristic persons and legislation regulating corporate forms, and they concern liability of founders, shareholders and corporation as well as executives of corporation. The main form of civil liability is compensation for damages, the award for which generally requires that the illegal action and the caused damages as well as their causal relationship and the fault for causing the damages is proved in accordance with the rules on presumptions and burden of proof provided by the procedural rules. Traditionally, Russian civil liability rules have relied on the concept of illegality of an action (or breach of an obligation) that is to cause liability, which reflects the dominant role of legal supervision in the Russian legal system. However, in the event of liability of corporate executives, a breach of fiduciary duties could be regarded sufficient as a ground to qualify their actions as illegal without particular reference to concrete legal norms. Keywords: Civil liability; Corporation; Corporate executives; Illegality

¿La "reina de la fiesta"? Fiestas tradicionales y reproducción de la desigualdad de género. El caso de las Fallas de València

Las desigualdades de género en las fiestas tradicionales han generado una creciente atención social y académica. Fenómenos como el acoso, abuso o agresiones sexuales, los roles segregados o las codificaciones patriarcales que facilitan instituciones festivas muy masculinizadas, tanto en las composiciones como en las dinámicas internas, han revelado que existe una persistencia en el mantenimiento que choca con la evolución de la sociedad hacia una mayor igualdad. En este sentido entendemos que la cultura festiva tradicional no puede interpretarse correctamente desde la dimensión del consenso sino como una arena de conflicto social. En esta perspectiva la idea del ritual festivo como generador de prácticas corpóreas, formas cognitivas y reproducción de las desigualdades a partir del marco teórico del ritual de interacción de Randall Collins nos parece adecuado para interpretar esta continuidad de la dominación patriarcal. Examinaremos desde esta teoría el caso de las Fallas de València en el que se construye una imagen totémica de las mujeres. Así, en el ritual de interacción y las instituciones se las discrimina favoreciendo la perpetuación de los roles de género tradicionales y la desigualdad estructural festiva. No obstante, mujeres falleras, pero también sectores del movimiento feminista de la ciudad, lejos de conformarse con la posición pasiva asignada por la «tradición» han aprovechado el ritual festivo para hacer emerger sus reivindicaciones

Painful memories as mnemonic resources: Grand Canyon Dories and the protection of place

Organizations commonly regard memories of pain and destruction as being unwanted. In this article, we consider the largely undertheorized potential that painful pasts can have for building a mnemonic community. We draw primarily on oral history interviews to explore how Martin Litton and Grand Canyon Dories use sensory, discursive, and material-discursive modalities to convert painful memories into mnemonic resources through the performance of three practices: sensitizing, retelling, and reincarnating. Their aim was to protect the Grand Canyon for future generations. We advance research on organizational uses of the past by theorizing how painful memories can be converted into mnemonic resources. Specifically, we underscore the untapped potential of organizations repackaging history-at-large to curate experiences of the past using combinations of semiotic modalities and remembering practices. We call this multimodal remembering. We also contribute to research on place by illustrating how destroyed natural wonders that no longer exist in their geological corporeal form can be transposed across time and space and become re-embodied in new phantasmatic forms.

Роль лидерского потенциала в формировании кадрового резерва компании

In modern conditions, many companies highlight such a problematic aspect in the management of the talent pool as the formation of leadership potential among employees, which undoubtedly affects the achievement of strategic goals and the efficiency of the enterprise as a whole. In modern economic conditions, the role of a leader in implementing the company's development strategy is very important. The important competencies of a leader today include responsibility, the ability to be responsible for one's obligations, initiative and creativity, a proactive approach to life, sociability and purposefulness. When a leader is a leader, he or she is assessed according to such criteria as personal qualities, values, personal effectiveness, creative thinking, and professional skills. These core competencies need to be developed internally. Moreover, if a company is determined to nurture its leaders, it must clearly build a policy of forming a personnel reserve, a pool of future leaders. This is a key aspect in the activities of leading companies. Purpose is defining the role of leadership potential to create a strong corporate culture and form effective teamwork. The formation of a talent pool is associated with the presence of a strong leader, and with the fact that the company's management maintains established traditions, and shows constant concern for customers, employees and other business participants. The corporate culture must correspond to the development strategy, and the success of the strategy implementation depends on how effective the manager will be, leading the strategy implementation, what are his leadership qualities. It is important to show how high and important is the role of the leader, his or her active participation in the formation of the personnel reserve. The method of analogies and such management approaches as personal, behavioral, process and situational were used in the work. Understanding and supporting the work to build a strong talent pool can help businesses become more resilient in the marketplace, improve production and management performance, and see themselves in the long term.

Herrada Bazán, Victor. The exclusion of partners in the General Law of Societies. Lima: Gaceta Jurídica, 2017

En pleno siglo XXI, el crecimiento de las diversas industrias y sectores económicos del país ha generado que las empresas procuren adaptarse a las demandas del mercado. Dentro del ámbito legal, dicha adecuación no es ajena, pues se establece una relación directa con la forma societaria adoptada por las empresas en la realidad, siendo que se constituirá determinada sociedad (anónima, en comandita, cerrada, etc.) de acuerdo con la funcionalidad y tratamiento legal que fundamenta su creación. Con ello surge una diversidad de problemas y cuestiones que merecen especial atención. Dentro de lo contemplado por la Ley General de Sociedades (en adelante, LGS), se presenta la figura societaria de la exclusión de socios, tema que no ha sido estudiado a profundidad en nuestra legislación nacional.

Aliens: Legal Conceptions of the Corporate Invasion

There has long been recognition that the criminal legal system has great difficulties in ascribing responsibility to corporations for harms caused and crimes committed. This article turns to the film Aliens (1986) to enrich the corporate criminal law imaginary. This article argues that the film Aliens delivers a complex representation of the evil corporation Weyland Yutani and a depressing, realistic depiction of our (low or lack of) expectations of law and justice for corporations. The film portrays the dehumanizing effect of the corporate form, an entity with legal personality but with almost no interest in humanity except as a means of labor and profit. Aliens depicts the routinization of harms, whereby the harms of Weyland Yutani are rendered banal and normal and not even categorized as criminal but just part of doing business. Despite holding up untrammeled rapacious inhuman exploitativeness for critique, no solution is proffered or even suggested. Aliens bleakly portrays the consequences of the legal failure of imagination in conceptualizing and attributing corporate responsibility. If law continues to regard corporations as monstrous, incomprehensible and capable of great systemic harms, then law can and should import the insights of horror and use extreme measures to resolve the corporation. Alternatively, we can recognize corporations as a fiction of our own creation and move the story and genre of corporations away from horror, and rewrite the corporation.